The One Person Company (OPC) was introduced by the Companies Act 2013 (Section 2(62)) to enable sole entrepreneurs to enjoy the benefits of a company structure — limited liability and separate legal identity — without requiring two shareholders. OPC bridges the gap between sole proprietorship and private limited company.
Key Features of OPC
- Only one shareholder (natural person, Indian citizen and resident)
- Minimum one director (can be the shareholder)
- Mandatory nominee named in MOA — takes over if the sole member dies or becomes incapacitated
- Separate legal identity; limited liability
- OPC's name must include "(OPC) Private Limited"
Eligibility to Form OPC
- Only a natural person (not company or LLP) can form an OPC
- Must be Indian citizen and resident in India (stayed 182+ days preceding calendar year)
- A person can be member of only one OPC at a time
- A person cannot be nominee of more than one OPC simultaneously
Incorporation Process
Same as Pvt Ltd via SPICe+ form. Key difference: only one subscriber to MOA. Nominee's written consent (INC-3) must be filed. OPC name must end with "(OPC) Private Limited".
Compliance — Relaxations vs Pvt Ltd
| Feature | OPC | Pvt Ltd |
|---|---|---|
| Board meetings | 1 per half year (90 days gap) | Minimum 4 per year |
| Annual Return | MGT-7A (simplified) | MGT-7 |
| AGM | Not required | Required within 6 months |
| Cash flow statement | Not required | Required |
Mandatory Conversion to Pvt Ltd
OPC must convert to Pvt Ltd if:
- Paid-up capital exceeds Rs. 50 lakh, OR
- Turnover exceeds Rs. 2 crore
- Conversion must be completed within 6 months of crossing the threshold
Voluntary Conversion
OPC can voluntarily convert to Pvt Ltd after completion of 2 years from date of incorporation by passing a special resolution and filing Form INC-6.
Need Expert Help?
TaxClue's CA and legal team can assist you. Contact us or see our services.